If that $30 you spend on tickets and popcorn at Spider-Man 3 this weekend seems
expensive, consider the checks the producers were writing. Studios are notoriously coy about the
budgets for their films  maybe because it seems gauche to spend the GDP of Micronesia on a fake
pirate ship  but it's clear the price tags for a couple of this summer's most anticipated
movies, Spider-Man 3 and Pirates of the Caribbean: At World's End, will hover in the
$260-$300 million range, not including the marketing costs. To put it in perspective, the most expensive film of all time adjusted for inflation is
Cleopatra, which nearly bankrupted 20th Century Fox in 1963 and would have about cost $295 million today.

Studios are bankrolling these
mega-budget films because they can realistically expect to get back as much as $1 billion at the box office worldwide and another
billion in DVDs, not to mention the action figures, amusement park rides and other sources of loot. But in a world where you can get a darn
satisfying laugh from a free online video starring Will Ferrell and a toddler, it's worth asking, what makes a movie add up to $300 million?

1) Tobey's Tag

Usually sequels get made because we liked their stars the first
time around. In the first Spider-Man movie, Tobey Maguire had just the right degree of dorkiness to be relatable for
comic book fans and lovable for the rest of us. In the first Pirates movie, Johnny Depp's sexually ambiguous, Keith Richards-inspired
Captain Jack Sparrow became a new comic icon. Aware of their worth to their franchises, Maguire and Depp demand bigger fees to stick
around. Itís a safe bet that the $17 million Maguire got for Spider-Man 2 is at the very least
matched this time around.

Worth it? Yes, but only with the Cruise Clause: Stars must not distract from the press for
the film by talking about Scientology or jumping on Oprah's upholstery, and they canít expect such a
big cut of the grosses that the movie fails to be a moneymaker for the studio.

2) On Location Location Location

Spider-Man 3 spent five weeks shooting
in New York City, where the only thing that comes cheap is attitude. Pirates set its cast members adrift in a giant tank in the
Bahamas for months. We can only imagine the rum punch bills.

Worth it? Not as much as it used to be, after Zack Snyder's 300 gave audiences the
feeling of an epic using blue-screen technology on a soundstage.

3) The F/X Effect

It turns out fake water is really, really hard to perfect.
Just ask the thousands of CGI jockeys who have been hunched over their monitors around-the-clock for months on the 2,000-plus effects shots
in the next Pirates movie. Oh, and the Sandman's sand fists in Spidey 3? Totally time-consuming.

Worth it? You betcha. Since even our big-screen TVs and surround-sound speakers can't do
them justice, jaw-dropping effects are one of the only things that will get audiences off the couch.

4) The Director-God Complex

Responsibility for keeping a film under budget belongs
to the director. Both Spider-Man's Sam Raimi and Pirates' Gore Verbinski have earned their respective studios' trust with the first two
installments in their franchises. And, like their actors, they've earned a pretty penny, too.

Worth it? They deserve their compensation, but not free rein to make silly, expensive
decisions, like building lavish sets they hardly use. Even the boss needs to hear the word no
sometimes.

5) Blockbuster Timing

Spider-Man 3 will open on a record 4,200 screens
this Friday, the first weekend in May, typically the best box office weekend of the year. To get the dream weekend slot, studios have to claim it
early and filmmakers have to hustle and pay their gaffers and best boys lots of overtime to finish in time.

Worth it? Every penny. Spidey will have his first two weekends virtually all to
himself, except for some smaller budget movies providing counter-programming.

6) To Market To Market

Marketing isn't even part of the production
budgets we're debating here, but it's worth noting some of the extravagances of these two films' promotional efforts, from closing down
Disneyland for the Pirates premiere to covering New York City sight-seeing buses with Spidey's webbing.

Worth it? The jury's out. With so many other big films competing for attention this summer,
like Shrek the Third, The Simpsons Movie, Transformers and Ratatouille, some people will inevitably tire of spectacle by
July and do something radical, like go to the beach instead.